Item 2.02 - Results of Operations and Financial Condition
On May 7, 2009, Harris Interactive Inc. (the "Company") issued a press release announcing the Company's earnings for the fiscal quarter ended March 31, 2009. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
A non-GAAP financial measure, adjusted EBITDA, is referenced in the press release attached as Exhibit 99.1. A reconciliation of this non-GAAP measure to the most directly comparable financial measure calculated and presented in accordance with GAAP, GAAP Net Income, is provided as part of the press release. The Company defines Non-GAAP Adjusted EBITDA as earnings before interest expense (income), income taxes, depreciation and amortization and stock based compensation. Non-GAAP Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. The Company is presenting Non-GAAP Adjusted EBITDA because it provides investors with an additional way to view its operations, when considered with both its GAAP results and the reconciliation to net income, which the Company believes provides a more complete understanding of our business than could be obtained absent this disclosure. Non-GAAP Adjusted EBITDA is presented solely as a supplemental disclosure because: (i) the Company believes it is a useful tool for investors to assess the operating performance of the business without the effect of non-cash depreciation and amortization expenses; (ii) the Company believes that investors will find this data useful in assessing its ability to service or incur indebtedness; (iii) the Company uses Non-GAAP Adjusted EBITDA internally to evaluate the performance of its personnel and also as a benchmark to evaluate its operating performance and compare its performance to that of its competitors; (iv) the Company uses Non-GAAP Adjusted EBITDA as a metric in connection with its corporate employee bonus plans; and
(v) Non-GAAP Adjusted EBITDA is a component of the financial covenant measures used by the Company's lenders in connection with the Company's credit facilities. The use of Non-GAAP Adjusted EBITDA has limitations and you should not consider Non-GAAP Adjusted EBITDA in isolation from or as an alternative to GAAP measures such as net income, operating income or data prepared in accordance with GAAP, or as a measure of profitability or liquidity. The Company believes that its description of Non-GAAP Adjusted EBITDA after the effect of restructuring and other charges is useful to investors because it provides a means for investors to better understand the Company's ongoing operations during the fiscal quarter.
Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit 99.1 Press Release issued by Harris Interactive Inc. on May 7, 2009 announcing the Company's earnings for the fiscal quarter ended March 31, 2009.

Exhibit 99.1 is not "filed" pursuant to the Securities Exchange Act of 1934 and is not incorporated by reference into any registrations under the Securities Act of 1933. Additionally, the submission of Item 2.02 of this Report on Form 8-K is not an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.

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